Common use of Board of Directors Clause in Contracts

Board of Directors. Pursuant to the articles of association of the Issuer, the Issuer is managed by the Board of Directors composed of at least three members, who need not be shareholders of the Issuer. The general meeting of shareholders appoints the directors and determines their number, remuneration and the term of their office. Directors cannot be appointed for more than six years and are re-eligible. Directors may be removed at any time (with or without cause) by a resolution of the general meeting of shareholders. All powers not expressly reserved to the shareholders by the law of Luxembourg of 10 August 1915, on commercial companies, as amended (the “Commercial Companies Law”) or the article of association fall within the competence of the Board of Directors, which has all powers to carry and approve all acts and operations consistent with the corporate object. The Board of Directors may establish one or several internal committees and shall determine their power and composition (see “—Corporate Governance”). Pursuant to the articles of association of the Issuer, the Board of Directors can validly deliberate and act only if is present or represented a majority of its members. The resolutions of the Board of Directors are validly taken by a majority of the votes of directors present or represented. The chairman has a casting vote in the event of tie. Any director having an interest conflicting with that of the Issuer in a transaction carried out otherwise than under normal conditions in the ordinary course of business, must advise the Board of Directors thereof and cause a record of his statement to be mentioned in the minutes of the meeting. The director concerned may not take part in these deliberations. A special report on the relevant transactions is submitted to the shareholders before any vote, at the next General Meeting. The persons set forth below are the current members of the Board of Directors of the Issuer. The Board of Directors of the Issuer manages the business activities of the Issuer. The Directors of the Issuer are all domiciled for the carrying out of their duties at the Issuer’s operational headquarters. Mr. Xxxxx Xxxxx .............................................................. 72 Chairman Mr. Xxxxxxx Xxxxxxxx ..................................................... 51 Co-Chief Executive Officer Mr. Xxxxxxx Xxxxxxx ........................................................ 53 Co-Chief Executive Officer Mr. Xxxx Xxxxxxx Xxxxxxxxx .......................................... 75 Vice Chairman Ms. Xxxxxxx Xxxxx .......................................................... 73 Director Ms. Xxxxxx Xxxxx ........................................................... 44 Director Mr. Xxxxx Xx Xxxxx ......................................................... 77 Independent Non-Executive Director Mr. Xxxxxxxx Xxxxxxx ....................................................... 62 Independent Non-Executive Director Mr. Xxxxx Xxxxxxxxx.......................................................... 78 Independent Non-Executive Director Mr. Xxxxxxxx Xxxxxxx ...................................................... 64 Non-Executive Director Ms. Xxxxxxxx Xxxxxxxxx ..................................................... 67 Non-Executive Director

Board of Directors. Pursuant to the articles of association of the Issuer, the Issuer is managed by the Board of Directors composed of at least three members, who need not be shareholders of the Issuer. The general meeting of shareholders appoints the directors and determines their number, remuneration and the term of their office. Directors cannot be appointed for more than six years and are re-eligible. Directors may be removed at any time (with or without cause) by a resolution of the general meeting of shareholders. All powers not expressly reserved to the shareholders by the law of Luxembourg of 10 August 1915, on commercial companies, as amended (the “Commercial Companies Law”) or the article of association fall within the competence of the Board of Directors, which has all powers to carry and approve all acts and operations consistent with the corporate object. The Board of Directors may establish one or several internal committees and shall determine their power and composition (see “—Corporate Governance”). Pursuant to the articles of association of the Issuer, the Board of Directors can validly deliberate and act only if is present or represented a majority of its members. The resolutions of the Board of Directors are validly taken by a majority of the votes of directors present or represented. The chairman has a casting vote in the event of tie. Any director having an interest conflicting with that of the Issuer in a transaction carried out otherwise than under normal conditions in the ordinary course of business, must advise the Board of Directors thereof and cause a record of his statement to be mentioned in the minutes of the meeting. The director concerned may not take part in these deliberations. A special report on the relevant transactions is submitted to the shareholders before any vote, at the next General Meeting. The persons set forth below are the current members of the Board of Directors of the Issuer. The Board of Directors of the Issuer manages the business activities of the Issuer. The Directors of the Issuer are all domiciled for the carrying out of their duties at the Issuer’s operational headquarters. Mr. Xxxxx Xxxxx .............................................................. 72 Chairman Mr. Xxxxxxx Xxxxxxxx ..................................................... 51 Co-Chief Executive Officer Mr. Xxxxxxx Xxxxxxx ........................................................ 53 Co-Chief Executive Officer Mr. Xxxx Xxxxxxx Xxxxxxxxx .......................................... 75 Vice Chairman Ms. Xxxxxxx Xxxxx .......................................................... 73 Director Ms. Xxxxxx Xxxxx ........................................................... 44 Director Mr. Xxxxx Xx Xxxxx ......................................................... 77 Independent Non-Executive Director Mr. Xxxxxxxx Xxxxxxx ....................................................... 62 Independent Non-Executive Director Mr. Xxxxx Xxxxxxxxx.......................................................... 78 Independent Non-Executive Director Mr. Xxxxxxxx Xxxxxxx ...................................................... 64 Non-Executive Director Ms. Xxxxxxxx Xxxxxxxxx ..................................................... 67 Non-Executive Director.